NBMI Shareholder Approval; No Appraisal Rights. Each Principal, in his or her capacity as a shareholder of NBMI, in accordance with Article IV, section 5 of the NBMI By-Laws and section 615 of the BCL, which provide for actions by written consent, hereby (i) consents to and approves the Merger, (ii) waives any right to notice of any shareholder action and (iii) waives any right to receive payment of the fair value or other rights and benefits that may be available to shareholders of a New York corporation pursuant to section 623 of the BCL.
